Nov 21 2011
TurkPower Corporation announced today that is has entered a binding term sheet for a proposed merger with the mining company ACM Corporation.
Post Merger ACM Shareholders and management will assume control of the merged entity. ACM owns 100% of its subsidiary Burkina Manganese, S.A., in production with its "Kiere" manganese mine, and 90% of Mali Manganese, S.A., with its "Ansongo" manganese mine, expected to be in production in Q1, 2012. The current mining operations are located in the West African countries of Burkina Faso and Mali.
Manganese, necessary in the production of steel, is considered a strategic metal by developed and developing countries around the world.
The merger will be treated as a recapitalization of TurkPower for financial accounting purposes, in which ACM will be considered the acquirer for accounting purposes, and the historical financial statements of TurkPower before the merger will be replaced with the historical financial statements of ACM before the Merger in all future filings with the Securities and Exchange Commission.
The closing of the acquisition is subject to the completed audit of ACM's financials, which is expected by December 15, 2011. The Term Sheet calls for completion of the merger on or before January 31, 2012, and for ACM's Chairman and CEO, Mr. Louis Slaughter, to take over as Chairman and CEO of TurkPower. ACM will appoint the majority of directors to the Board of Directors, which will include TurkPower's existing two directors after completion of the transaction. A majority of the Board of Directors will be independent directors. Once the transaction is completed, Turk Power will be known as ACM Corporation.
"This is an important day for ACM and TurkPower," Mr. Slaughter said. "Over the past four years we have made significant investments to launch two high-grade manganese operations in West Africa, positioning ACM as the next significant manganese producer in the global mining industry. Joining forces now with TurkPower, with its strong shareholder base and financing resources, will allow us to expand and grow our business at a higher pace, increasing shareholder value."
TurkPower Chairman Ryan E. Hart commented: "ACM and its management have built a strong company with a bright outlook of becoming a leading high-grade manganese producer in the future. We're delighted about ACM's decision to join forces with TurkPower and our board of directors, and we look forward growing our company and creating value for our mutual shareholders together."
Change of Directors
Mr. Aykut Ferah has resigned as CEO, CFO and member of the board of directors of TurkPower with immediate effect as of Tuesday November 15, 2011. TurkPower's board of directors has appointed Mr. Ryan E. Hart as interim CEO and CFO effective as of November 16, 2011, until Mr. Louis Slaughter is appointed Chairman and CEO.
Mr. Richard Schaeffer has resigned as member of the board of directors of TurkPower with immediate effect as of Wednesday November 16, 2011.